Avengers Hero Academy
by thevowellster
Summary: Spider-Man has been asked to join the illustrious Avengers Hero Academy, one of the American counterparts to UA.
1. Chapter 1

Chapter One: Avengers Hero Academy

_Oh come on, I can't be late to school again! I was doing so well this morning until these guys decided they need to rob the place. Like, come on! It's Friday morning with rush hour traffic, where were you going after you grabbed the money? A block down the road until you got stuck? Not to mention your getaway driver is out in that sporty yellow-aw crap, he finally saw the fight and now he's bolting. Come on Web-Head, finish this up!_

Two web-lines _thwipped_ out, one to the would-be shooter's hands, the gun was already stuck on the ceiling, and the other to the floor. A few more lines left the other two stuck to each other and the floor. Spider-Man started for the door but spun at the last second to shoot out a web, "Call the police, the webbing should melt in an hour!" He yanked his backpack with him through the door.

"Hey, Spider-Man stole that kid's backpack," Yelled the owner after him.

_Now that's just ridiculous, and somehow old prickle-puss will hear about it. _He shot out a web-line and swung after the car which had probably only made it, yup, there it was. In the morning traffic the getaway vehicle had only made it half a block from where it had started. The driver laid on the horn, for all the good it did him. It's not as though traffic was going to move any faster simply because he honked at it. But it made it nice as Spider-Man drifted in on a web and dropped with a _thunk_ onto the roof.

"You're not really going anywhere fast," Spidey said. "Want to come out without a fight so we can just get this over with?"

The _attempted_ driver leaned out the window with a gun in his hand, "I'm not going back for something as stupid-"

Spider-Man crashed down in a blur, the gun knocked from the man's hand. One end of web tagged to the getaway driver's back and the other shot to a nearby lamp post. The man's eyes bugged out for the briefest second before he was jerked away and suspended several feet off the ground.

Spider-Man sauntered up, "Let that be a lesson-" a series of chirps and beeps rung from his backpack. "Aw crap, now I'm late! I hope you're happy with yourself." Without a backward glance a web zipped out and pulled him away. "The police should be by in a couple minutes, so just hang out until then!"

After a brief rush across town Peter Parker bolted down the hallway of his high school. _I'm not that late, maybe I can sneak in without too many people-_

"Parker," a voice rang out behind him. "You're late!"

Peter screeched to a stop, or he would have if his feet didn't stick to everything and almost pitched him over. "Hey there Mr. Miller."

"Honestly Peter," the slightly overweight teacher said, "you're one of our best students." He poked him gently in the chest," When you _make _it to class."

"Sorry Mr. Miller," Peter looked down. "Traffic was really bad this morning."

"Don't worry about it," Mr. Miller gave him a shoulder tap. "Now get to class before you're too late." Peter bounced for half a second then bolted off with a wave and smile. "Wait, you only live three blocks from school!" But Peter was already long gone.

The door to Peter's first class opened and he slipped through and found his spot at the back of the room. For the most part no one even gave him a second glance as he pulled out a notebook and pencil. He sketched down the few notes that were left on the whiteboard at the front of the room.

"I thought you said you were going to try to be on time Peter," the teacher said as she passed by.

"Sorry," Peter whispered, "I really tried-"

"Don't worry about it Peter," she said. "We had all just joked you'd left us for the Avenger's Hero Academy."

"Well that's impossible," he said, only a little panicked, "you need superpowers to be able to get in."

"We know Peter," the teacher said. "That's… why it was a joke."

"Oh, yeah," Peter's chuckle died in his throat. "I… knew that."

"But," the teacher tapped his desk, "get caught up quick, we're going to move on in a little bit.

A voice buzzed over the intercom, "Peter Parker, please come to the principal's office."

"What's that about," Peter asked.

"Huh, I don't know," she said. "Stop back by afterwards though and I'll catch you up on everything you missed."

"Alright, thanks miss," Peter grabbed his bag. _I can't be in trouble can I? I haven't done anything besides being late today… and yesterday. Okay, maybe I'm in trouble for being late… a lot?_ He knocked on the principal's door, through the frosted glass he could see several figures move inside the office.

"Come in," the principal said. Peter opened the door and stepped in. The principal sat at his desk while a tall, blond man stood at the window. Another man, in a chair pulled back from the desk, cleared his throat. Peter was struck by just how short and hair the man was. These two men have a very exciting opportunity for the two of you. Very exciting indeed."

"Bub, you mind if we talk to the two of them alone," the short man asked.

"Of course," the principal stood. "To imagine, two of our students invited to join the support course at the Avenger's Academy! It's a once in a lifetime opportunity." He patted a girl's shoulder who Peter had missed at first, then gave Peter a thumbs up. "I'll be outside, let me know if you need anything."

"Thank you sir for letting us use your office," the blonde man said. The principal gave another thumbs up on his way out the door. "Ms. Khan, Mr. Parker, my name is Steve Rogers, and this is Logan, the Avengers Academy headmaster."

"Wait, Cap?! I can't believe I didn't recognize you out of your suit!" The girl yelled out, "And the Wolverine!"

"Huh, got a regular fangirl with this one Steve," Logan said.

"Well, she did choose to use Carol's old name, " Steve-_no, Captain America!_\- said.

At first her excitement radiated out, but after Captain America mentioned Carol, her face dropped. "Wait, how do you know about that," the girl asked.

"Honey, we're the Avengers," Logan said. "We ain't dumb."

"So the Support Course," Peter started, "what's that?"

"You don't know," the girls excitement had returned. "It's the branch at Avengers Academy that creates all the tech and costumes for other students and sometimes even actual heroes!" She took a visible breath to steady herself, "Currently they're the branch that is accepting the most new students, especially since powers aren't a requirement for them. They also offer a General Studies course, but that's more for people who need the extra help to understand their powers."

"About that," Steve said, "that was a necessary story for your principal. You are not actually being offered a place in our support course."

"Wait," Peter said, "so why are we here?"

"I thought you said they were smart Rogers," Logan said with a smirk. "Surprised they haven't figured it out by now."

"Figured what out," the girl asked.

"Kamala Khan, Peter Parker, we don't want you for the support course," Steve said, "we want you for the Hero Course."

"Ha, I'm sorry," Peter said. "But you must have me confused with someone else."

"Same for me," Kamala said, "you need powers for the Hero Course and I'm… powerless."

"Kamala," Steve said, "you said you recognized me, you don't have to act."

Logan chuckled and pulled out a cigar, "We thought you might try and play dumb. Maybe not that dumb though."

"Logan," Steve said, "this is a school, you can't smoke that in here."

"I know, I know," Logan stuck it in his mouth. "I just like to chew on it. Anyway, Ms. Marvel, Spider-Man, you'll be able to transfer in. No need to take any exams."

"I don't know what you're talking about," Peter said. "I'm not Spider-Man."

"Steve here will be your home room teacher," Logan ignored Peter and chewed on his cigar. "Basically, he'll be your hero teacher. We obviously have other staff for your core classes and the occasional guest lecture."

""I just said I'm not Spider-" Peter started but was quickly stopped.

"Would you _like_ us to show you the video?" Steve pulled out a small box and set it on the desk. "Honestly, we're a little embarrassed how long it took for us to figure out who you two were, and that's even with Stark tech."

"We thought you'd be," Logan took a bite out of the cigar, "... older."

"The Academy already has everything in order for you," Steve said, "your guardians have already been informed and were onboard. We've told everyone that you'll be joining the Support Course, it should help keep those "secret identities" safe for you. Uniforms are already at your house, you'll be joining us tomorrow. You will also receive a stipend for your hero costume, but I believe you both already have that under control."

Peter looked from Steve Rogers to Logan to Kamala, "Okay…" It was all a bit surreal.

"The school has already checked you out," Logan said, "grab your stuff and say any goodbyes. One last thing, you'll be expected to stay at the dorms on our campus, not tonight, but after that." Logan had chewed nearly all of his cigar. "We'll have someone pick up your things from your residence tomorrow morning."

"I'll see you both tomorrow," Steve said. "At eight AM sharp." He nodded which seemed to say, 'Now go.'

"Bright futures right here," the principal said when they opened the door. "Two of our students joining the Avengers Academy! Good luck tomorrow." He patted them both on the back.

Peter saw both Gwen and Harry down the hall, "Well Kamala, I'll see you tomorrow I guess."

"Yeah," she said. "And don't forget he said eight _sharp_. I saw a wall-crawler stopped a crime at 8:10 this morning."

"I think I also remember Ms. Marvel having some early morning heroics," Peter said.

Kamala shrugged, "Sometimes it happens. See ya."

"Hey Pete," Harry half-jog/half-ran up to him, "So what was that about?"

"Uh, so," Peter said. "Apparently the Avengers Academy wants me and Kamala, the girl who came out with me, for their Support Course."

"That's amazing," Gwen said. "Imagine all the stuff you could create in their laboratories!"

"Yeah Pete…" Harry shrugged. "That's, pretty awesome. I'm… I'm really happy for you."

"It's incredible," Gwen gave Peter a quick hug, "I put my application in for the Support Course myself a little while ago, maybe we could still be in classes together!"

"That would be amazing!" _Wait, oh my God, I won't be in the Support Course! She'll figure out I'm Spider-Man. _"You guys want to stop by after school? I've got to get packed, apparently they want us to stay in the dorms on campus."

"Yeah, that sounds great," Gwen said, Harry gave a half-hearted shrug after Gwen nudged him.

"Alright, I'll see you guys tonight."


	2. Chapter Two: Show Them What You've Got!

Chapter Two: Show Them What You've Got!

_First day at the new school. Steve Rogers said to be there at eight sharp, and when Captain America tells you to do something, you do it. And I'm going to be on time for school… well, that had been my plan anyway. But then these two bozos decided to try and jack a car _right _in front of me. Which, actually only took a couple webs to fix. The real problem came in the next five incidents. So here _I _am, thwipping to the Avengers Academy as fast as my arms will carry me. _

Spider-Man landed on a building outside the boundaries of the campus. He wasn't _super _late, only 8:10. Honestly, he'd been far, _far_ later to classes before. A web-line and he landed outside the gate as Peter Parker. He took a deep breath, his whole life was about to change the moment he stepped across-

"Hey Peter Parker!" It was the girl from yesterday, Kamala Khan. "I see you're late too."

"Yeah," Peter never had been a good talker, outside of his costume. "Smells like you were doing some hero-ing this morning."

"House fire," Kamala shook her head, "the family got out safe, but still lost everything. I keep telling myself I did everything I could, but the look in their eyes… you've been doing this longer than me, does it ever get easier?"

"Not that I've found," Peter shook his head. "But just got to keep doing it."

Kamala nodded, "Well, should we head in since we're already super late?" They both started at a quick job, "Any chance you remember where our class is?"

"No," Peter said. "I was kind of hoping we'd have a guide or there would be signs. Something-" his spider sense flared! He grabbed the back of Kamala's jacket and stopped her as a door opened in front of them.

"-for some hero versus villain practice!" Steve Rogers opened the classroom door. "Ah, there you two are. I imagine you got... distracted on the way in this morning?" They heard some chuckles from inside. "Come in and we'll do introductions before we leave. Everybody, I would like to introduce you to our new transfer students, Kamala Khan and Peter Parker. Now grab your costumes and head to Gym Beta, we'll meet you there." The students all stood, excitement on their faces. Several gave high fives, one skittish student said he was excited to have them as new classmates.

Steve Rogers, _wait, why am I still calling him his first name! I'm treating him like a celebrity instead of my new teacher, _waited until the other students had left, "Today we'll have you wear your gym clothes, although I imagine it won't take many of them too long to figure out who you are."

"So how does the Academy afford all this Cap," Kamala asked and swung her gym clothes over her shoulder. She looked a lot more confident than Peter felt.

"Remember Ms. Khan," Steve Rogers said, "even though we've worked together before you need to call me Mr. Rogers or Captain America here. As for financing, we were very lucky that some of the first wave of Avengers happened to be… quite wealthy. You two haven't been as integrated in this life as much as the others, and I doubt it comes up much in public school, how much of the population do you think displays some form of power."

As they passed by several classrooms full of students Kamala seemed unnaturally quiet. "I've read research papers that put the number of people with mutations at about forty percent. After the release of the Terrigen Mist last year, estimates put the new number closer to eighty percent now," said Peter.

Captain America nodded, "You've done your homework. But those are old numbers, and don't account for a large number of people who hide their abilities, like you two."

"So what would the new numbers be," Peter asked.

"Estimates now put it upwards of… ninety percent," Captain America said. "Although for most people they are very minor abilities, changes that don't have any impact on people's daily lives." He stopped, "Here's the locker rooms. Go get changed, our training area is on the other side."

Peter changed in silence. He still couldn't believe everything that was happening. Yesterday something like this would have been beyond even his wildest dreams. To attend a school that not only specialized in heroics, but to people with powers! He tugged on his shirt and shorts then tied his shoes. _Once I go through those doors, I'm going to be on my way to becoming a better hero._ He pushed open the door, Kamala was there along with the rest of his new class in front of a large building.

"Alright wannabes!" Somehow Rogers was bigger in his costume, larger than life. "Today you get some good ol' fashioned hero practice" There was electricity in the air, Peter could feel the excitement from the rest of the class. "Half of your class will act as heroes, and half will act as villains out to thwart them. Specifically, they will have a "bomb" and the heroes must either disarm it or capture the villains."

"No one would be able to stand against us big guy," a lithe blonde kid said to the massive man next to him. "With my speed and your strength we outmatch all the competition."

"Ah yeah," the big man said as they shared a fist bump. "Not to mention all our other strengths," he flexed and they both chuckled.

"Care to put your words to the test," Captain America hinted.

Both men looked at each other, "Hell yeah," they both cheered.

"Then Danny, Iron Fist, and Luke, Power Man, take your position in the building," Captain America said. "You'll be our first villains. Everyone else, to the situation room so that we can watch. You two will have a few minutes to prepare before I send in the heroes to stop you."

The situation room was cramped with all the students. Everybody tried to crush to the front so they could watch the various monitors for the action. There were a few quiet murmurs as Captain America punched in some numbers and then turned around.

"Sir," a girl in a leather jacket said, "why are you giving the villains so many advantages?"

"So you caught onto that Olivia," Captain America said. "Does anyone know why?"

Kamala waited for someone to answer, then spoke, "Because typically they know each other beforehand, and if they're good, have already made a plan."

"Exactly," Captain America said and let out a belly laugh. "Now, we need two heroes. Volunteers?" The room was quiet and Peter tried to shrink into the back. Cap's eyes glanced over the crowd and then his smile grew, "Why don't we let our transfer students prove their mettle. Kamala, Peter, show them what you've got!"

They stood in front of the blank, stone building. He couldn't hear their opponents inside, but he knew Power Man and Iron Fist were in there. If this were a real life scenario, he'd go about it a dozen different ways. From how Kamala looked at the building she also had ideas other than what Captain America told them. _Stay inside the building, minimize damage, full contact combat is allowed._

"So you've worked in teams before," Peter said. He slapped his web-shooters on his wrists. "Got any suggestions?"

"Any other time I'd embiggen, break the wall down, and take them out," Kamala said. "Which, I'm not sure how much help I'll be. Actually," a smile grew on her face, "how do you feel about being bait?"

Peter popped his knuckles, "Wouldn't be the first time."

"I thought you said you hadn't partnered with anyone before," she said and was already a couple inches shorter than Peter.

"Never really had the opportunity," he paused. "Um, what's happening?"

"So my power let's me alter my size," even as she talked, Kamala continued to shrink. "Typically I get bigger because I can hit harder you know? But if I get small enough then I can sneak in the air vents or something." At about his shins she stopped shrinking, "This should be good enough. So basically, you get their attention and I'll disarm the bomb. One last thing," she pointed up, "can you put me in the vent?"

Peter nodded, scooped her up and placed her in the vent. With a wave, she was gone. "Man, she almost doesn't even need me." He dropped back down to the ground. "Maybe I'm not actually cut out for the whole Pro Hero thing. Just go back home and keep being a friendly _neighborhood _Spider-Man."

There were footsteps from down the hall, and then the large man turned the corner. "Your hero name is 'Spider-Man'? Kind of lame isn't it?"

"Yeah," Peter crouched. "Human Arachnid just doesn't have that thing where it just rolls off your tongue." _Alright, it's just him, I should be able to handle one dude. Of course, he's had some hero training. And by Captain America no less. This fight could go not my way _very _quickly. But Kamala's counting on me, so I have to._

Luke started to walk towards him, "We haven't gotten to pick ours yet, but I've been thinking about it." He cracked his knuckles. _Weird intimidation tactic, but okay? _"I think I'm going to go with Power Man." Luke smiled and put on a pair of sunglasses. _For real?! You're doing the sunglasses power move?_

"Oh, so your super power is charging people's phones?" Luke's smug smile dropped. _One of these days my mouth is going to get me in trouble…_

"No!" Luke was angry now. _Good._ "It's because-"

"Because I fought a guy like that, Electro," _that was _not _a fun fight_, "and he's not going to like you moving in on his territory."

"I don't have electricity powers," Luke yelled and threw a punch through the wall. His fist ripped through the concrete like paper. _Gulp!_ "It's Power Man because I've got a lot of power!"

"Ah, I get it, you just couldn't think of any strength based puns and just went with the first name you thought of?" _Seriously! Why do I do this to myself?_ "Let me guess, your buddy's name is Blonde Man?"

"No, I prefer Iron Fist," Danny said from behind him. _Oh that's cool, I let them flank me in a small hallway. Way to go Webhead. _

"Oh, Strong Puncher was tak-" _Spider-sense! _Iron Fist had closed the gap in an attempt to blindside him. Peter pivoted and let him miss. "Look, hero names are hard, I understand," Iron Fist tried a kick but it was another easy dodge. _Spider-sense._Power Man leapt in and threw a wild haymaker. _They've fought together before._ Luke's fist crashed through the wall as Peter ducked out of the way. _Okay, big guy is really strong, but slow. Blondey is quick. _Danny unleashed a flurry of jabs that Peter parried. _But he also seems to lack real strength. Okay, I can handle this! _

"You're good Spider-Man," Luke let loose with an uppercut that put Peter on his heels.

"But we're better!" Iron Fist ducked in-_Spider-sense-_ and-_is his fist glowing!?_-hit Peter with a jab to the sternum. Air was blown out of him, somehow Blondey had managed to hit harder! He could feel that the wall had been cracked behind him. _Spider-sense_. Just as quickly as Iron Fist had appeared, he ducked back behind Power Man who cocked back his arm. _Spider-sense. I could _probably _dodge, because this is _really _going to hurt. But I'm the bait…_ And then Luke unleashed. Now, Blondey's punch had been surprisingly strong and rocked him back. But this, this was like getting hit by a Mack truck. He could feel Power Man's fist lift him up off his feet and then carry him _through _the wall and slide a few dozen feet across the floor.

He coughed, "You've got some power behind those punches," Peter said as he stood… well, started to stand up. _Maybe I'll just lay here for a second._ \

"Yeah," Power Man walked through the hole he'd just made with Peter. "We like to call that our One-Two combo."

"I set them up," Iron Fist said, "and the big man knocks them down. And now that you're out of the fight, we can go find your friend. She's probably hiding somewhere all scared."

_And, that means it's time to get back up, just like always. _"Oh, is that al you guys can do?" Peter stood up, slower than he would have liked. He'd taken harder hits before, a scrap with Rhino always left him feeling it for a week. "Two hits and you're all tuckered out? I'm sure your girlfriends love that." _Yup, my mouth was always a little faster than my censor._

"I was going to take it easy on you," Power Man launched across the room. Peter swore he could feel the floor shake with every step the big man took. _Alright, now I fight back._ "But not anymore!"

"Luke you can't," Iron Fist yelled out, "he's probably only standing from the adrenaline!"

A voice buzzed over their radios, "Go ahead and fight, if you can't cut it now you won't be able to out in the field," Captain America said.

Iron Fist was distracted, good. A quick web to the foot meant he'd stay out of the fight at least for a bit. Spider-Man leapt forward. _Can't hit him at full strength, it could _kill _him! _Once again Power Man cocked back his arm, a haymaker again. But Peter was faster. He ducked in under the big man's arm and delivered a strike to Power Man's gut. But he didn't budge!

"Heh, sorry. Reinforced skin," Power Man chuckled. "Going to take a lot more than a wimpy-" _Spider-sense! My web didn't last as long on the other guy as I'd hoped. And this guy's got tough skin, but I've dealt with that before. _THWIP! Webs to the sunglasses took this guy out of the fight for a second. Iron Fist was trying a flank again. _All I've done so far is duck, let's introduce some verticality to this fight! _Back flip, handspring, and _up_! Two webs to the back. YANK! Iron Fist kicked his whole body while in mid-air to right himself, only to find that Spider-Man had rocketed towards him!

_Can't hit him full strength, he's not as durable as the big guy. _Before Iron Fist could react Peter sung and his fist connected with Blondey's face so hard his mask flew off and seemed suspended in air. He watched as Danny's eyes rolled back. _And let's keep you out of the fight. _A dozen webs shot out and plastered the unconscious Iron Fist to the ceiling.

"Phew! So, where were we?" Peter landed in a three-point stance. "Oh, that's right. I was being bate while my partner took out the bomb."

"What! That's not possible!" There was still some web stuck to his face where he'd ripped the sunglasses from his face. "You two were just transfer students!" He charged.

_Certainly by now Kamala's close to the bomb. Can she hurry up though, I'd really rather not go toe-to-toe with a bruiser._ Power Man charged again and swung, Spider-Man met it with his own punch. Peter felt the blow in his whole body.

"Who are you," Power Man said.

"I already told you," Peter said as he pivoted towards the big man and grabbed his entire arm. With a heave he flipped the man over and slammed him into the ground. "I'm your friendly neighborhood Spider-Man."

"And that's a game," Cap said over their radios, "Kamala has successfully disabled the bom!"


	3. Chapter Three: Friends, New and Old

Chapter Three: Friends, New and Old

"Well Peter," Kamala said, "you ready for the second day of classes?"

"No?" Peter let out a long breath. "It's just so much, it's overwhelming, you know?"

"Oh, I understand," Kamala said. "Two days ago it was all so easy. We were just two students from Midtown who sometimes got to be heroes. And now… we're training with the Avengers to be real heroes."

" A part of me still doesn't believe it's real," he said. "Like, I still think I'll wake up in calculus and it will all just have been a dream."

"Totally," she said. "After the Terrigen Bomb incident, I thought for a long time I was going to turn around and all of this," Kamala's hand grew to five times its usual size, "would have been a strange fantasy."

"Sometimes… I still hope it was. Life was a lot simpler back then," Peter said. "No worries except being on time for school and having my homework done." He let out another deep breath, not that it helped with his anxiety at all. _There's a lot of times when I wish I'd never gotten these powers. Uncle Ben would still be alive, probably would have had better grades, and actually been able to spend time with my friends instead of always having to _bug _out. Oh my God, I'm making bad puns to myself!_

"Ha," Kamala let out a laugh, "I know what you mean. My biggest worry used to be about writing fanfiction! And now we're… here."

Avengers Academy was huge. Its campus covered several acres in the heart of New York, which Peter still wasn't sure how they'd managed to do. But now the campus was filled with training facilities for a massive variety of purposes. One set of gyms, like what they'd used for Hero versus Villain practice, housed empty structures to mimic potential combat scenarios. Peter had even heard that the classmate versus classmate style of training that Captain America had them practice was quite rare. Usually they'd be set against high tech robots.

And then there were Danger Rooms made for Rescue Training. Entire cities that were constructed to simulate disasters. They didn't even cut corners on the construction, each structure was built to the same specifications that they would encounter in the real world. That way, when they rushed into a house on fire, they'd know what to expect. Johnny Storm, another student at the Academy, told him one time they'd even had to evacuate some of the robots, which had been acting as civilians, from a high rise. Peter had some experience with rescues from disasters, but nowhere near the scale they talked about here.

"Hey guys!" Johnny seemed to appear from nothingness and wrapped his arms around Peter and Kamala. "You two excited for more hero practice today?"

"I'm curious Johnny," Kamala said, "the rest of your family does hero work, why don't you join them?"

Johnny's excitement fell from his face, "Ugh, this always comes up, and I hate it every time."

"Wait," Peter said, "your family does hero work? But there are plenty of times when hero families choose to train their kids rather then send them to a training school."

"Yeah," Johnny said. "I don't really like to bring it up. But basically, they think that since I was so young I should join the Academy to hone my skills for a while."

"But," Peter said as they neared their classroom, "what family do you belong to?"

"I uh," Johnny faltered, "my sister is… Sue Storm. The-"

"The Invisible Woman is your sister," Peter yelled in surprise. "So wait, you were on the same ship that was hit by cosmic rays as Reed Richards and Ben Grimm?!"

"Yeah… I don't really like to bring it up," Johnny said. "People give me a hard time about it. They think I'm not good enough to work with my family and that's why I'm stuck here."

Peter opened the door with a creak and Captain America-_Mr. Rogers?_\- looked up from his desk and a stack of papers. "Oh, you three are early." He stood up and stretched. Unlike the last time when they'd seen him in his full getup, Mr. Rogers now sported a… red cardigan over a collared shirt?! _Did he do that intentionally just to mess with us? I mean, I know he was on ice then but still, isn't he aware of it?_

"Yeah, turns out it's a lot easier to be on time to places when you're not having to stop a crime every five steps," Kamala said.

"But what about all the crimes we aren't there to stop anymore," Peter said. _Okay, but seriously, am I the only one to make the connection? ?It's a wonderful day in this neighborhood?_ He could feel that same old anxiety creep up. _I'm here, having the time of my life, while someone's life is being-_

"Someone else will be there," Mr. Rogers said. "Whether it's the police or another hero. The world doesn't rest on your shoulders. Everything is not your responsibility."

"Thanks Cap," Peter said, Mr. Rogers glared at him, "-tain America. That really helps."

"It was the hardest lesson I had to learn," Mr. Rogers said. "You can't save everyone." He sighed, "And then when I came out of the ice, I had to relearn it. There are plenty of times that I have to pause and remember that, even now." Mr. Rogers looked off into the distance, "Now I have to tell myself that the best way I can serve everyone is by training the next generation of heroes." He let out a long, slow breath, "But it's getting close to time for class, people should be showing up any moment now."

_Sometimes I forget that there's people out there that have been doing hero work a lot longer than me. Like, I've been at it for about two years, but Cap has been in this business since the forties. Rumor has it, the headmaster has been a hero for even longer._

"But," Peter took a seat towards the back, "how do you not let the guilt of all those people you couldn't help weigh you down?"

"Well Peter," Mr. Rogers smiled weakly, "when you figure it out, let me know."

"Oh my God," Olivia said. "Mr. Murdock's classes always leave me so exhausted." She slung her backpack over her shoulder. Johnny Storm, who wanted to be called the Human Torch when he was doing hero work, had run up ahead to grab lunch. And so Olivia had decided to join them.

"I know," Kamala said, "he just manages to pack _so much_ into each lesson." She grabbed a tray, "Okay, I don't want to come across as rude, but the leather jacket Olivia, doesn't it get hot?"

"Not really," Olivia said. "Plus it's a part of my costume, so I just always wear it."

"A leather jacket is part of your costume?" Peter was stunned as they sat at a round table. "I wish I had thought of _that_ instead of my spider-onesie. Maybe that will be my next costume idea…" He reached into his backpack and pulled out a notebook that was filled with various sketches of costumes and potential gadgets.

"I mean," Olivia said, "my head also catches fire… so there's that too."

Peter looked up, "Wait, you and Johnny have the same powers?" He returned to his sketches. The new costume was just a red leather jacket with a spider on the chest and black pants.

"Yes and no," she said. "It looks like it, but we get them from _very _different places."

"Peter," Kamala said, "doesn't your power require you to be, you know, agile?"

"Yeah… but a jacket would be so much easier to maintain than a whole costume," Peter said. "I don't know why I didn't think of it for my first outfit though. It would have been so much easier. What did you do for your first costume Kamala?"

"Umm… so my power lets me do more than get bigger or smaller," she said. "I can also alter my appearance."

"So your first costume," Olivia said as she chewed, "was just your skin… but different?"

"Yeah," Kamala said. "But it took concentration to keep it up so pretty quickly I managed to make a costume that sized with my powers."

"Hi, do you mind if I sit here," a girl asked from behind them. "I'm new here, and our homeroom teacher Mr. Barnes suggested we get to know the other hero-"

"Gwen?!" Peter almost fell out of his chair. "What are you doing here?"

"Peter!?" Gwen's tray nearly dropped from her hands.

"Uh, hi… Gwen," Olivia said. "Yeah, take a seat. Are you in the Hero Course too?"

"Me? Hero Course? Ha," Gwen gave a fake laugh, "you have to have powers to be in the Hero Course. And I, don't have powers. So can't be in the Hero Course. No… powers."

"Oh, cool…" Olivia took a bite of her food.

"Gwen's in the Support Course," Peter said. "Same as me. We went to high school together. That's how we know each other."

"So you're in the Support course," Olivia said as a smile grew on her face. "_Both_ of you are. So, who's your homeroom teacher again?"

Peter and Gwen stared at each other as both worked their mouths to talk. "I don't know why you two are being weird about this," Kamala said. "If it turned out that one of my friends had powers and got to come here to school with me I'd be so excited! Seriously though, having powers like ours is lonely. Like, sure we've got a group of people here, but you two were friends before."

"Wait, I'm missing something," Gwen said. "Peter, you told me you were joining the Academy for the Support Course…"

"Well, they told us to," Peter said, "for our secret identities. But you said you were _applying_ to the Support Course."

"Uh yeah," Gwen bit her lip. "I said that so it would seem normal when I showed up. But actually, Logan and Mr. Stark discovered me a couple weeks ago. They just said now would be the best time for me to join."

"So since you're here Gwen," Olivia said, "how long have you had your powers? I'm still getting used to mine personally. I've only had them for a couple of months."

"Okay, so this might get a bit origin-storyey, but two years ago I was bitten by a radioactive spider, and I've been Spider-Woman ever-"

Peter choked on his water, "Wait, what!?" _After I'd been bitten by the spider at Oscorp I was so in my own head that I was totally unaware of everything happening around me. And I've definitely heard rumors of a Spider-Woman but thought they were exactly that, rumors. And to think, this entire time that I've been trying to keep my powers a secret, my best friend was going through the same thing! How selfish have I been that I didn't notice!_

I'm sorry I never told you Peter," Gwen said. "I meant to but it just never seemed like the right time."

Olivia looked back and forth, first at Gwen, then at Peter, "Let me get this straight: you two went to the same high school," Peter and Gwen nodded. "Are friends," nods, "both invited to the Avengers Academy," they both nodded again. "Share the same powers and never told each other?"

"I don't know how eit-" everyone at the table saw the moment all the facts clicked in Gwen's head. "Wait, same powers?!"

"Uh, yeah," Peter said, "apparently the spider that bit you, also bit me."

"But," Gwen shook her head, "but that's impossible! The Spider-Man is just an urban legend, he's not real."

"I mean," Peter shrugged, "I thought the same thing about Spider-Woman."

"It's just," Gwen was interrupted by the bell that ended their lunch. "I guess I'll… do you want to try and get together later and talk?"

"Yeah," Peter nodded. "It sounds like we've got a lot that we've been keeping from each other."

After the bombshell that was lunch, the rest of the day had been a blur. Peter had gone through the motions and been able to participate. But even now he struggled with the concept: Gwen Stacy, one of his oldest friends had super powers. And not just any mutation or quirk or whatever oddity, she had the same abilities that he did! Even bitten by the same spider.

"Alright heroes!" Steve Rogers was in full costume as he stood in front of the class. Today's training was held in the Disaster Danger Room, which meant, "Time to prepare for Rescue Training! As heroes, you will inevitably fight villains, however, an almost daily part of the job is to keep people safe. And today you'll be keeping people safe from," Captain America pushed a button on a remote from one of the pouches on his belt, "fire." A large, five storey building behind him exploded in an intense inferno. The flames were so hot the students were forced to take a step back. "And first into the breach today are," Captain America pulled two slips of paper out from behind his shield, "Spider-Man and Ghost Rider! Peter, Olivia, get in there and save those people!"


	4. Chapter Four: Hearts on Fire

Chapter Four: Hearts on Fire

Peter pulled his mask down over his face as Olivia's skull caught fire-

"Oh my God," he screeched. "Your face! Are you okay?"

Olivia, well, Ghost Rider sighed, "This is my power Peter, now let's get in there and save those people!"

Peter nodded, glad that she couldn't see his face. He shot a web to the top of the building, "I'll start high, you start low, we'll meet in the middle." Olivia gave him a thumbs up and Spider-Man pulled tight on the web. The tension yanked him up into the air. Fires raged on the first, second, and third floors, but it looked like it hadn't made it any higher yet. Sure enough, there were robots mocked up as civilians inside. Some of them panicked while others tried to help the "injured" bots.

Spidey hit the top and stuck to the wall. The concrete was warm, even on the outside. _Okay, don't get in your own head Spidey. You've done this before. _He touched the window, it was hot but not enough to burn and slid it open. _Hey Web-Head, what's your plan for when you start rescuing people? Are you going to swing them down one at a time?_ "Alright, let's try…" A few _thwip__s_ later and he had a sizeable web-trampoline at ground level. _That should catch them safely from this height. _

The building shook with a crash, "Olivia, what was that?! The building shouldn't be structurally compromised yet." Was there a component of this training Cap hadn't mentioned? Everything was supposed to prepare them for the real world, and there were plenty of old buildings in New York, it wasn't-

"Sorry," the voice that came across the radio was gravelly, barely recognizable as Olivia's. "I thought a bigger exit would make it easier to get people out."

"Okay," Spidey said, he flipped in through the window. "Maybe next time let me know beforehand. And I dropped a web trampoline where we came in so people aren't having to go through the building." The first room was empty, not a soul to be found. Cap hadn't told them how many people were still in the building to help mirror an actual situation. Fire hadn't made it here yet, but the heat from the lower levels had made the temperature skyrocket. From what he'd seen on the way up the fire had predominantly been on the first three floors. But it wasn't going to stay that way. He'd seen just how fast some of these places could go up. Luckily, the smoke hadn't made it this high yet. His mask wouldn't really help to keep the fumes out, at least not anymore than any other cloth. Maybe now that he was here he could build some sort of filtration system into his mask for these types of situations.

There were bots in the back of the apartment, they all cowered in a corner. "Quick, you need to get to the windows, I've set up a trampoline so you'll be safe." Smoke started to seep from under the door. "Is there anyone else on this floor?"

The bots all looked up at him, "We're the only ones," the… dadbot? said. "But two families live on the fourth floor." It was eerie, their voices were mostly human, but not all the way. As one unit they all got up and moved to the window. Smoke had begun to pour from under the door. How much longer would the building last before it collapsed or was entirely consumed?

Mombot turned back to him before she jumped out, "Who are you?"

"Just your friendly neighborhood Spider-Man," he said. "Now hurry!" Without hesitation the robot turned and followed the rest of its family out the window. The fourth floor was much the same, two small robot families that went pretty willingly out the window into his webs. It was hotter here, he could feel his suit was soaked with sweat. Spider-Man looked down the stairwell, smoke billowed up and made it impossible to see and even more difficult to breathe. _Go outside and use the window Web-Head!_ Spider-Man bopped his forehead then ran to the window and leapt out.

The clean air hit his lungs like a freezer blast as he shot a web. Hopefully Olivia was doing okay on the lower floors. She might be made from flames but maybe she had a limit of heat she could endure or something. "Alright, here we go," he muttered to himself. Spider-Man smashed through the window feet first and slid briefly across the floor. The flames were so intense he had to shield his face. _Ooh boy, this was a really dumb idea Web-Head! What was the plan here exactly? You're not fireproof and your suit definitely isn't! _

_Spider Sense! _He flipped backward as a portion of the ceiling collapsed onto where he'd stood. "Cool, building's unstable now and all you've got are webs." He shook his head. _Now's not the time to think like that, you've got people to save. _"Hello? Is anybody on this floor?"

"Help! I'm stuck," a mechanical voice yelled from further in. Spider-Man took a deep breath and the hot air scorched his lungs. The smoke bit at his eyes and made them water. And then he ran towards the voice.

"Everything will be okay now," he said. The bot was pinned under a large beam that must have collapsed at the same time as the one that nearly got him. Tendrils of flame licked up the beam as the bot tried in vain to push it off. "I'm here." Fire licked at his gloves as he began to lift the beam. The pain almost made him stop, but the bot looked up at him in pain. With a yell he flung the beam across the room.

"Is there anybody-" _Spider Sense! _He hit the floor as a hammer crashed through the walls. It missed the bot and stopped a few feet from his spot on the floor and then rocketed back. "Hurry! Get out through the window, there's a trampoline to catch you!" The bot didn't miss a beat and leapt. _Wait, was that Thor's Hammer? The burning building was tough enough, and then they threw in an Avenger?! Especially a powerhouse like Thor. Okay Web-Head, you've dealt with bruisers before, he's exactly the same… except he can throw lightning. _

"Twas an excellent dodge Man of Spiders," Thor yelled. "How long can you keep it up?" _Spider Sense. _The hammer crashed through another wall and Spidey barely dodge. _Alright, poor decision time! __Thwip Thwip! _Two web lines stuck to the hammer as it stopped in midair. _Hold tight Web-Head, this is going to-_ the hammer got pulled back and Spider-Man watched as the slack tightened and he got pulled along with it, the force and speed felt like his arms were almost ripped from their sockets. He gritted his teeth and kicked his feet out in front of him as he was pulled along by the hammer.

"Long enough for you to learn modern English," Spidey yelled. Thor caught his hammer, before he could react Spider-Man connected feet first with Thor's chest and made him stumble backwards. "I mean seriously," Spider covered the blonde titan's eyes with webbing. "You've been here for how long and you still sound like a bad Shakespeare play." The webs wouldn't last long, and there was no way he could entertain a brawl in a burning building with a god. He'd have to be a distraction until Olivia could make it. He'd heard of the other Ghost Riders going toe to toe with gods, maybe she could too. The building trembled. Thor's hammer must have weakened the integrity of the supports.

_Great. Now I've got a thunder god to deal with, a burning building, _and _it wants to collapse. _Spider-Man somersaulted backwards and let loose with his webs. He tried to stick them to everything: Thor, walls, supports, everything that wasn't on fire. They wouldn't slow Thor down, but maybe would work well enough to keep his attention. "But soft," Spider-Man teased, "what light through yonder window breaks?" Thor tore the webbing from his face and Spider-Man shot another in its place. "It is the east, and Thor is the sun."

"Thou mockery dost grow tedious _boy_," Thor said. Spider-Man webbed his feet enough to make him stumble. "Stand tall boy. Cease your cowardice."

A voice crackled over Spider-Man's radio, "Did you say Thor?! Keep him busy for as long as you can, I'll be right there!" _Oh thank God! How did I forget about our radios? At least she's on-_ the building shook. _Wait, she's taking the stairs right?_

"Am I a coward?" Thwiioopbft… _Dammit! Right web shooter's empty. _"Why, what an ass am I! _This_," Spidey zipped between Thor's legs and yanked on his cape, "is most brave." He tossed the cape over Thor's head along with a gob of webbing. _Alright, that should give me enough time to put in new web cartridges. _The building shook and cinders rained from the ceiling.

"Spidey!" A voice yelled from further in. It was Olivia, which meant… had she jumped from one floor to another?

"Ah, Man of Spiders," Thor removed the cape from his head, "your ally hast finally arrived to help. She too, shall fall."

Olivia, in her fiery appearance, burst into the room. "Not going to lie blondie, I've always wanted to test the upper limits of my strength." Her skull flared brighter in her excitement.

"Ha, a Ghost Rider," Thor smile. "I ne'er had the opportunity to clash with one of your fellows." He tossed the heavy hammer from one hand to the other. "But Hulk said they were always good for a brawl." Thor set the hammer on the ground and assumed a boxer's stance."Shall we?"

Olivia didn't give an answer and instead charged the god. They both swung and connected. But their attacks were so powerful it caused the building to tremble and one large beam began to work its way out. _Oh no, this could get real bad real fast. These two could tear this place apart with their fight!_ He shot webs to help secure it in place even as flames began to lick at them. They wouldn't last long, but hopefully they'd give any stragglers enough time to get out before the building could collapse. The other two were still going at it, despite his bulk, Thor was quick.

Ghost Rider threw a desperate haymaker, Thor sidestepped the swing and followed up with two jabs and an uppercut to her chin that rocked her backwards. "I had expected a more exciting encounter fiend," Thor said with a smile. Olivia's flames brightened and she roared then charged at Thor in an attempt to tackle him to the ground. The god seemed to expect the tackle but was still overwhelmed by her sheer ferocity of the attack as Olivia wrapped her arms around him and slammed him to the ground. She began to rain punches down, Thor had his hands up but it was clear each blow rocked him. But Thor had fought the Hulk and gone blow for blow.

Another beam began to loosen even as his webs began to smolder on the original supports. He shot more webs to try and stop the building from fully collapsing but it had grown so hot they almost immediately began to smolder. There was a loud crash as Thor had managed to get his feet under Olivia and catapulted her into a ceiling. Thor kip-upped to his feet with a smile. _Spider Sense! _A massive support beam fell and it took all that Peter had in him to catch it. The building began to cave in around the absence of the beam and was only stopped as he shifted the obscene weight onto his shoulders. _Alright Web-Head, you've lifted more and been in worse situations. You've got this._

Thor picked Olivia up and threw her through a nearby wall. More timbers crashed onto the beam Spider-Man held. Flames danced up the beam and he could feel the burn of the cinders on his suit. The gloves of his suit were little more than tatters and he could feel the heat as the back of his suit started to smolder. Olivia smashed through a different section of wall than the one she'd been thrown through which dropped even more rubble. Peter could feel his eyes bulge behind his mask from the extra weight. _Okay, maybe this isn't going your way anymore. _Burning embers spilled over him and he could feel his suit catch fire. _Not to self, fire resistant fabric next time! _

"Olivia!" It was little more than a whisper over the roar of fire but she heard him. "We've got to," more weight settled on him, "got to take this outside." She nodded then produced a chain. With a flick of her wrist it wrapped around Thor. The chain secured itself… somehow and then she charged one of the exterior walls and blew through it. Thor managed to fight her for a moment but was eventually pulled out. Spider-Man took a deep breath. With a yell, he began to shift the enormous weight from his shoulders, but it only caused more debris to shift and pile on. His legs bucked and he sank to a knee. _Come on Web-Head, you've got to do this, people are relying on you. _With a yell he pushed up against the rubble.

It shifted! He kept pushing up and gave himself enough room to shoot out a web. It pulled tight and yanked him out as the rest of the building collapsed. With an excited cheer he followed through the exit Olivia had made. He patted out the few pieces of his costume that still smoldered and landed on the ground in a heap.

Olivia rushed to him, her flaming skull had disappeared. "Peter, are you okay?" She ripped his mask off and stomped out a fire that had caught on it.

"Oh yeah," he hacked, "just a little smoke inhalation. Nothing I haven't done before." He stood shakily.

"But you supported that burning beam by yourself," she said. "Your suit was on fire! Didn't you get burnt?"

"Oh, my hands got a little singed earlier," He held up his ash covered hands. "Luckily I got both the proportionate strength of a spider _and _the durability. So I'll be fine after a bit."

"You two performed admirably," Thor said as he and Captain America approached. "Olivia, you have quite the potential, I look forward to training you." A huge smile grew on her face.

"Peter," Cap said, "you did very well too, if foolhardy at times." Cap looked the wall-crawler up and down, "But your costume has definitely seen better days. Why don't you go see Dr. Octavius? He's responsible for helping with costumes and equipment here. Frankly, he's a genius so you'll be well served by talking with him. Olivia, you can head to the observation room to watch the next group. Good job you two."

Olivia nodded and ran to join the rest of her class. "Umm, Captain America?" Cap turned back to Peter. "Where's Dr. Octavius' lab? I haven't been able to find it yet."

Cap smiled and told him, "And Peter, about your performance during today's training. You did very well, but part of being a hero is having the ability to recognize when you're outmatched and to seek help from someone more capable."

"But Cap," Peter started but was cut off by Cap's raised hand.

"I know you've been heroing for a couple years," Cap said. "And during that time you've gone up against some of your own heavy hitters. But that was when you were solo, now you're part of a team."

Peter nodded, a part of hm knew his teacher was right, but… "What about when you're it though? All that stands between evil and innocent people?"

"It's questions like that, that remind me why we asked you to join our school." Cap smiled, "In situations like that, you do exactly what you did today. Now go get a new costume Web-Head."

Peter wanted around the school's campus for awhile before he stumbled across Dr. Octavius' offices. The door was plain, almost dull with only a small nameplate that read "Otto Octavius." Inside was a massive facility dedicated to making different costumes, armor, and various support gear. Peter was flabbergasted. He'd made his first batch of web fluid in the high school chemistry lab at Midtown. His first costume had been little more than a sweater, sweat pants, and a ski mask with a badly spray-painted spider on the front. But here… the doctor had a massive lab with different areas dedicated to different aspects of heroes. As he roamed Peter found a section that was set aside for Iron Fist.

It had a variety of gi that ranged in color and function. Some had armor plates sewn into key places of the costume while others were a basic cloth design that emphasized ease of movement. Next to it was a station for Power Man. Unlike Danny's which had a variety of options, Luke's seemed to be variations on making him into a tank. Some were large plates of steel he could slide on and others were full suits of armor. The rest of his class seemed to play the same gambit. Costumes that filled in for a weakness or built upon and reinforced strengths.

And then he found Kamala's station with his adjacent. Kamala's was empty except for a few pictures of her large and small and others of her growing different body parts to different sizes. Other than that it simply said, "More observation needed."

Peter moved to his station. It was similarly empty. There were a few pictures of him web-swinging or lifting things and a note that read the same as Kamala's, "More observation needed." Unlike hers, there was a canister of some… black liquid that sat on the countertop. There was nothing written on it, no serial numbers or any sort of markers. He poked the glass. The liquid… reacted. A thin tendril reached up and touched where his finger was. _Is this some sort of reactive suit? I know Iron Man had a suit that could be condensed into a ferro-magnetic liquid for easier transportation and even made him able to move faster during combat because it electrically stimulated his muscles to move faster_.

"Hello? Dr. Octavius," Peter called out. "Are you here? Captain America told me to come and get a new costume from you. My last one kind of… got burnt." The facility was quiet except for the liquid in the container. _I mean, it's literally the one thing here so… it's meant for me right? And... _Peter looked at his costume, rather what remained of it. Most of the upper portion had burnt away, the gloves were non-existent anymore and the mask… well it wouldn't keep his identity secret for very long. He grabbed the canister and the substance conformed to his hand. _It must have been for me…_ "Uh, Doctor, I guess I'll just… take my costume?" Only silence answered him.

Back in his dormitory Peter placed the canister on his desk and sat in front of it. On second inspection, whatever was in the containment device didn't appear to be a metal. Perhaps it reacted to the electricity in his body similar to a plasma globe? It didn't necessarily move like a liquid when it was moved around, it didn't slosh if he moved the canister and it didn't react like a gel.

"I mean, it's got to be safe though," Peter began to loosen the canister. "Dr. Octavius wouldn't have left it at my station if it wasn't… right?" He removed the top. The substance didn't immediately do anything, it just kind of _sat _there. _It doesn't have a body, can something without a body sit? Wait, Web-Head you're about to get a brand new costume and your thought is if it can sit?_ He stuck a finger into the top of the container. Slowly, tentatively, a small tendril reached up until it touched his finger. It was cold at first like an ice bath, but quickly seemed to warm to his own temperature.

The suit began to encase his finger and moved to cover his hand, then forearm. It was an inky black color as it continued over his shoulder and began to cover his chest and back. No wait, if the light hit it just right it became iridescent in deep blues and violets. The suit went up his neck but stopped short of his head as it covered the rest of his body. It didn't really feel like a suit, more like a second skin. But not the constriction he'd initially encountered with spandex. There wasn't any tightness or limited movement. He stepped in front of the mirror.

"This is amazing!" He turned a quick circle to look at himself, the deep black of the costume would certainly come in useful when the occasion for stealth arose. Although he would have to figure out something for his spider symbol. And then he felt the suit shift. As he watched in the mirror an exaggerated white spider appeared, even as he turned it continued onto the back. "This is so bad ass." _Wait, is the suit somehow reacting to my thoughts? Mask!_ The suite rose up and covered his face. In the mirror his whole head was black, but he could still see out of it. _Eyes?_ White lenses, similar to how they'd been on his costume, appeared on the mask.

He grabbed his webshooters from where he'd left them on the desk. _Man, Dr. Octavius is incredible! This suit is amazing. _Peter stopped with his hand on the door. _They're probably done with training, and I _really _don't want to be the only one in costume…_ It was subtle, he hadn't realized how well the suit breathed, but instead of being in his suit, it had somehow retracted and formed into a pair of clothes. They were darker than what he usually wore, and tighter! The black shirt helped show off just how strong that spider bite had made him.

_Damn, I look good._ And somehow, he felt the suit nod in agreement.


	5. Chapter Five: The Symbiote

Chapter Five: The Symbiote

Peter felt his muscles pull tight as he swung. He released and _flew. _Whatever the suite was made of seemed to augment his own natural abilities far beyond what he could normally do. Peter could feel it down to his core, the suit made him faster, made him stronger. It helped to reinforce his own muscles, helped him react faster, it even seemed to have helped his web-shooters. _I'm not really sure how an organic suit interfaced with my mechanical webs though…_ Spider-man reached out a hand and a web-line shot out and _thwipped_ to a building significantly further away than usual. _But who am I to complain? This feels amazing! _He relaxed and let the web send him sipping through the air.

_God, how long has it been since I've really been able to get out into the city and patrol? Days? Weeks? We're so busy with school all day and then hero practice barely leaves me any time to sleep. I know, I know, it's just an excuse but still… the world survived before I was Spider-Man so can't they survive without me for a while?_ He landed on the edge of a building. The city was quiet. There weren't even the distant sounds of sirens that seemed to be a constant backdrop. He shot out another web. Somehow, even after all this time there was no better way for him to organize his thoughts and clear his mind than web-swinging.

So much had happened over the past few months. He'd been drafted into the preeminent hero academy in the world. Fought against a god in a burning building, even if his part of the fight didn't last that long. _And I'd probably be able to go toe to toe with my new suit. _And then it turned out that his best friend also had super powers and swung around New York as the Ghost Spider. Peter arced through the air. The suit pulled his body and he flew through the sky even further than usual.

Air rushed past his face as Spider-Man shot out another web-line. He let the web play out as the ground flew up before he grabbed onto the line and was shot out like a bullet. Just how much stronger did the suit make him? Normally he'd feel the strain on his shoulder as gravity yanked on him, but nothing this time. Especially after a long drop like that! But how could he really measure this potential newfound strength? _A fight?_ It would also allow him to test just how fast he could be now. But no, he already had to hold back in fights. Even on a bad day he could still punch through a brick wall. So what good would picking a fight with random thugs do? _It could be fun. And to show off just how good we are. _Maybe. Peter shook his head. _No, I don't go looking for a fight, I help people. Although… we would be helping people by taking thugs off the street. _ Spider-Man released the web and stuck to the side of a building.

"I should probably head back, it's," the suit peeled back to reveal his watch, "two-thirty in the morning…" He let out a sigh. Certainly not the latest he'd been out on patrol, wouldn't be the first time he went to classes exhausted. _But, we definitely have time to see _just _how strong we are now_. Maybe it wasn't such a terrible idea. He didn't really want to walk into a fight not knowing what he could do. _If we could already kill a person with an unfocused strike, isn't it irresponsible to not test our strength? But there's multiple gyms and weight rooms back at the dorms that I could use. _It would probably be safer there than to just lift random cars.

Peter waited a beat, for what though… He was just met with silence and the background noise of New York. There wasn't even the routine crime for him to stop. With a sigh he shot out a web and let it pull him back towards the dorms. Peter would probably have to sneak back into his room, but he'd gotten pretty good at it when he lived at home with Aunt May. And strangely, it seemed at times it was easier to sneak around the dorms than back at home, but maybe it was just that much harder to police as many people. Hundreds of feet up in the air he let the mask peel back from his face. He closed his eyes and let go of the web and began to freefall. Wind rushed past his face as he dropped like a stone.

_Fwump Fwump Fwump _

Storey by storey flew past. Peter could feel anxiety begin to well up in the suit. Anxiety started to build towards fear as the ground got closer and closer. He reached out and shot a web, letting his Spider-Sense guide him. Vibration ran down the web as it stuck to a building. It pulled taut and he could feel the strain on his arm as he became a pendulum. Well, not real strain, more like a gentle tug as the suit reinforced his spider-strengthened muscles. Eyes still closed he shot out another web and was pulled along. Panic continued to emanate from the suit as he shot web after web and went further with his eyes closed. He pushed higher, higher and then released again, eyes still shut. Once again he dropped and spun faster and faster in midair. The suite had moved past panic and into full blown terror.

Relying on his Spider-Sense was an exercise he'd practiced early into his career as Spider-Man. At first he'd just walked around with his eyes closed. It was disconcerting, to just trust that this mysterious extra sense he'd gained would guide him. But it did. And then he'd found himself on the edge of a building putting a blindfold on. It took him close to an hour to finally build up enough courage to jump. It had worked though. Peter zipped around several buildings before he stopped. When he'd finally landed he'd been covered in sweat.

This time though there was just adrenaline as he completed a last spin in the air and landed, arms outstretched. Peter opened his eyes. He stood at the highest point of Avengers Academy. Relief radiated from the suit. It was definitely time for Peter to hit the hay now. He could already feel the exhaustion trying to overwhelm him as he let out a breath. For a moment he was certain, if he was quiet enough, even from this far away, he could hear his bed call out to him. "_Peter… Peter… it's so warm here Peter… so comfortable."_ God he was tired. He shot a web-line and drifted lazily to his dorm window. It was right there, so close! Peter's fingers stuck to the window and lifted it. With grace he tumbled into the room in a pile. One of his hands reached out and touched his blanket.

With a terrible screech Peter's computer chair swiveled around. Why hadn't his Spider-Sense gone off?! Was he just too exhausted for it to work? He began to raise a hand to web whoever was there to the chair, but stopped short.

"Welcome home bub," the voice growled at him through a thoroughly chewed stub of a cigar. "You have yerself a nice little swing around town?" The Headmaster, the Wolverine, Logan, leaned forward. "Well… didja?"

"I just, I just," Peter gulped. He'd expected the harsh smell of smoke to come from the hairy man in front of him, instead he just smelled… like aftershave? "I needed to get some fresh air. It's all been so much so fast that I needed to get my bearings." it wasn't a lie, just not the whole truth. That counted for something, right? Logan leaned forward and sniffed, loudly. While Peter might not have been a star student prior to his departure from public school he'd always justified it as part of being Spider-Man. And he'd never liked disappointing teachers or the disappointing grades that often came with missing so much class. But what excuse did he have now?

Logan sighed, "Look kid, I understand, better than you'd like to realize." He took the cigar from his mouth and studied it. "There's lots of changes happening in your life right now, more than even a normal kid has to deal with." Logan replaced the cigar and stood up, Peter's computer chair sighed in relief and rose just a bit. "So I get it, we all get it."

"Thanks Mr. Logan," Peter said.

"But," Logan poked him in the chest with a thick finger. "You can't just take off in the middle of the night to roam the city, even if you used to do it all the time. We're in charge of not only your safety but everyone else too. And if you sneak out, who knows what problems you might bring back here with you."

Peter nodded. He hadn't even thought about something trying to tail him back here. What if they'd tried to follow him back while he'd still lived with Aunt May? He'd always tried to be careful so something like that couldn't happen, but what if it had?!

"Calm down there bub," Logan held out his hands, "I can see yer trying to get in your head about the whole thing. Don't. Obviously you did just fine in the past, but you can't keep doing it." Logan shook his head and smiled. "I like the suit kid. Looks good on you. Now, go to bed."

"Yeah," Peter stifled a yawn. "I think that's a good idea." The headmaster grunted and shut the door. Peter sprawled out on his bed. All the aches and pains of the day seemed to collapse on him all at once. Had it really just been earlier today that he'd gone toe to toe with Thor? Well, maybe not toe to toe, but at least scrapped with the god of thunder for a little bit. _We do need to see just how strong we are now._ That's right, in his panic at the headmaster being in his room Peter had nearly forgotten his plan to hit the weight room. But he was so sore! And his bed was so comfortable. _But an accidental blow could kill someone. _

"But I don't wanna," Peter rolled over and flopped out of bed. After the long day he was just run ragged. Would seeing how strong he was at the gym even provide accurate results? _Are we ever _not _tired though? Wouldn't this be the optimal way to test just how strong we are? _Peter grabbed a pair of gym shorts before the suit reformed, somehow he'd already forgotten it could do that.

The lights were dimmed in the hallways, the Avengers probably didn't anticipate many students going to the weight room in the middle of the night. Sure enough, the room was empty. Peter flipped on a bank of lights. As long as he'd been here Peter had never gotten to this part of the facility before. He had never really considered himself a gym rat in the past, but dang this place was nice. There were free-weights and… not free-weights? _Like I said, never really used a gym before this. _It even looked like there was a section of the gym dedicated to super-powered people.

Peter meandered through the super-powered section. Ungodly amounts of weight were on the racks, "Who was in here last? The Hulk?" He paused in front of a bar that was left on the floor, could he lift it? It looked like a lot more than he had lifted in the past. _Isn't that exactly why we're here? To see just how strong you've become? _Peter grabbed onto the cold metal of the bar and lifted. He almost toppled backwards, he'd been expecting a lot more resistance. But, instead Peter lifted the weight almost effortlessly. Maybe it just looked like a lot more than it actually was. Was it possible he was still in the other section and not the super-powered area?

"Ugh, someone left the lights on again," a voice said as the door opened.

Peter set the weight down, "Oh, sorry. I came down for a little bit, wanted to get some… reps… in."

"Huh, oh, yeah usually I'm the only person in here at this time." The new guy was blonde and apparently in pretty good shape. "Well since you're in that section I assume you're in the Hero Course?" The blonde guy took a towel off from around his neck and slung it over a weight machine.

"Yeah," he put his hand out. "My name's Peter Parker."

"I'm Eddie Brock," Eddie sat at his machine. "Right now I'm in the Support Course, but I'm hopeful that with a couple of my inventions I might get moved over to the Hero Course."

Peter pulled his hand back, "That'd be pretty cool. It's always great to have more heroes out there." He ran his hand through his hair. While he would have preferred to stay and really run himself through the gamut Peter still desperately needed sleep. "Alright, well I'm going to head out. So, have a good one."

Eddie sat back on the bench press and picked the weight up, "Yeah, see you around."


	6. Chapter Six: A Glimpse of the Real World

Chapter Six: A Glimpse of the Real World

"Alright team," Mr. Rogers announced, "time to suit up! We've got special operations training today." The class wasn't sure what to expect. Their teacher liked to use the term "special operations training" loosely. Sometimes it meant wilderness rescue, other times it was surveillance practice on imaginary criminals. One time Logan had called in a favor with Cyclop's X-Men and they'd been able to stage a practice bout with them. They'd mopped the floor with all the trainees. Even though some of the students were stronger than many of the X-Men their superior teamwork made short work of the wannabes. Another time the Fantastic Four set up a rescue mission in an alternate dimension. It had been… interesting to say the least.

The class ambled into the hallway. "Man," Johnny said, "I hope it's not the extra-dimensional stuff again." He kicked off his shoes to hover barely above the ground. Several students had received special assignments from some of the teachers to help fine tune their powers. Johnny's was to get better control of his ability to fly by maintaining a constant hover rather than blasting off at a breakneck speed.

"But you did better than everyone else at it," Kamala said as she slid between Peter and Johnny. "I mean, I did okay but the Web Head here spent most of the time sick."

"Hey, it's not my fault! There's rules that the world is supposed to follow and that placed didn't follow any of them," Peter said. While Peter normally did okay at many of their exercises there was just something about that place that he couldn't wrap his head around.

"Of course it didn't follow normal rules," Johnny rose more off the ground and started to pick up speed. "It's the Negative Zone dude. You should have seen Reed the first time he went, spent the next week locked in a room writing equation after equation and developed like, a hundred new theorems."

They stopped at the locker rooms, "Yeah, no such luck for me. Just nausea for a week." Peter unslung his backpack, "We'll see you out there Kamala."

Just like the weight rooms, Peter hadn't spent a lot of time in locker rooms either. But, he imagined the smell here wasn't too far off. Sweat from unwashed clothes mixed with too much cologne, not a smell he really enjoyed. Johnny and Bobby Drake, Iceman, both wore their uniforms under their clothes since they needed special equipment for their powers. Kurt Wagner _bamfed_ into his clothes after tossing them in the air, another special assignment to help get better control over his powers. Both Luke Cage and Danny Rand had been given the uniforms Dr. Octavius had developed for them. Rather than wear the specific armors they'd instead decided to opt for their more neutral outfits since they didn't know what was in store.

Peter's suit shifted from his school uniform to his black and white costume. "Man Peter," Luke called out, "I wish my suit could do that. It would make costume changes a lot easier!" The Power Hero lifted a large piece of armor that would somehow make him even more unstoppable. "Like, I want to be able to use this stuff, but unless I can find someway to make it more compact or I know I'm running into a combat scenario it's tough to choose it, you know?"

"Yeah, I don't know how I did it before," Peter said. The suit rose up over his face and the white lenses appeared over his eyes. _But we're a lot better than just a quick costume change. And today, we'll really be able to show off what we're capable of. _"Well, I'll see you guys out there."

"Wait just a second and I'll go with you," Johnny yelled after him. He shoved his clothes sloppily into a locker and charged after Peter. "Hey man, that is a pretty sweet uniform, when did you get it?"

_Is the Human Torch, a member of the Fantastic Four, really jealous of my suit?_ "Just the other day, remember when Olivia and I fought against Thor? Well my red and blue suit got thrashed in the fire so Captain America sent me to get a new one. This was the one sitting on Dr. Octavius' desk for me."

Johnny resumed floating, "Wait, Octavius made an organic suit? I thought he only messed around with tech stuff."

"I don't know," Peter said as Kamala emerged from the women's locker room and waved at them. "But it was sitting on my station. And it enhances everything I do, except my Spider-Sense. Maybe they just have to get more in sync with each other." Could it be as simple as that? Two systems that struggled to work together? Competing entities or something? Like his Spider-Sense saw the suit as a threat so they still had to get used to each other. It… kind of made sense.

"Spider-sense," Johnny asked. "You have an ability that you call your spider-sense?"

"Dude, you say 'flame on' to activate your fire," Peter said. "I don't think you're one to mock. You know, pot and kettle scenario here?"

"Maybe, but at least mine is awesome when I do it," Johnny puffed up. "Flame on!" It only took an instant for the transformation. His hair caught first and seemed to become a living fire, then the rest of his body was encased in flames.

Peter screamed in pain. It felt like every nerve in his body had been dunked in ice. The suit recoiled, it felt for a second like it meant to jump off his skin and run. In all the fights Peter had been in he'd never experienced pain to this degree! Just as soon as the excruciating pain began, it stopped. Both Johnny and Kamala were looking down at him, was he on the ground? When had he fallen? Kamala's mouth moved but Peter could only make out vague sounds. What had happened? _It must have been the fire. Could I have developed some sort of phobia to fire after the burning building incident?_

Johnny and Kamala helped him to his feet, "Are you okay buddy," Johnny asked.

Peter shook his head, "Yeah, yeah, I think so?" What had even happened? Johnny had caught fire and then… Peter had blacked out?

"What just happened Peter," Kamala loosened her grip and let Peter stand on his own. "I just came out and saw you collapse."

_Wait… I didn't black out. No, there was something else. Johnny made fun of my Spider-Sense and then "Flame on!" After that… just pain? No, we blacked out! No, it was-_

"Hey, you three ready for some special operations training," Luke seemed to appear from nowhere and smacked Peter on the back, almost knocking the wind out of him and throwing him off whatever rabbit hole he'd been going down.

"I don't know," Kamala said, "Peter just-"

"No," Peter stood by himself, "I'm fine."

"Are you sure man," Johnny asked and put a hand on Peter's shoulder.

Peter shrugged it off, "Yeah, I'm good to go."

"So what do you guys think Cap has planned for us this time," Luke asked as they continued towards the massive stadium-like structure they used for these operations.

_Spider-Sense! But… it wasn't as much like an alarm as usual. Almost as though it came from everywhere at once instead of a specific direction. It was more like a gentle foreboding. Butterflies in my stomach or trying to talk to a girl. Homework that I'd left forgotten. It wasn't bad yet, but whatever was coming was so bad I can already feel it. _The others talked around him but Peter couldn't focus on the conversation. It was just a jumbled mess in his head. He'd never experienced something like this before. A mosquito buzzing in his head. The roar of a jet engine. It threatened to consume him. Since he'd become Spider-Man it had never been this intense. There wasn't room-

A hand on his shoulder brought him back.

"Hey bub," it was a gruff voice. "Don't get sucked in." No one was watching. Logan had pulled him off to the side. "I've seen that look before, _been _that look before. Something's comin' and yer fightin' not to give into survival."

Peter took a hard swallow, "Yeah, my… my Spider-Sense is going crazy. There's something big coming this way."

"I know, I can smell it," Logan thumbed at his nose. "Feels like an earthquakes comin'. Some sort of natural disaster, can't be avoided. It's even got Cap on edge, but keep yer head on tight and we'll be fine."

Peter nodded. The talk had helped, brought him back down. "Thank you."

Logan nodded, "Hurry up, we partnered you and Kamala together. The two of you work well together." More of ware of his actual surroundings Peter saw that both Logan and Mr. Rogers, well Captain America as he preferred to be called when in costume, had put on their hero uniforms. It wasn't unusual for their teacher to suit up with them, ubt it was odd to see their school headmaster in his traditional blue and yellow.

"What was that about?" Kamala nudged his shoulder.

"Oh, uh nothing," Peter said. Kamala didn't look like she believed him. "He caught me sneaking back into my room the other night after some web-swinging. Just checking to make sure I wasn't going for anymore late night strolls."

"Still trying to go on patrol?" Kamala smiled, "He caught me the second day we were here, lectured me and everything. Haven't gone out since." She looked at Peter for a moment, "So, that collapsing bit, you better now?"

"Yeah, thanks for asking." Peter nodded, "There had just been something on my mind is all. But, I'm all good to go now." The dull buzz of his Spider-Sense had faded into a faint throb at the back of his skull. Now he could actually focus on the task at hand, special operations training. "You know, Logan said we work well together."

"Ha, we've only worked together once," Kamala smiled, "and that was probably just because we'd done hero work before this… but I do think we make a good team." She nodded her head towards Johnny Storm, "At least you don't have a catch phrase for when you activate your powers."

"Oh just give me time," Peter laughed. "I'll think of something. Maybe, 'up, up, and away web!'"

"That would be the worst!" Kamala laughed and play slapped at him.

_Wait, is she flirting with me?! I've only been able to talk to her up till now because I'd only seen her as another hero. But if she's actually trying to flirt with me! I mean, plenty of heroes date, it wouldn't be unusual. Would we have to tell the-_

"Look Cap," Wolverine stuck a thick finger in Captain America's chest, "I don't care what yer tablet says. They make a good team and we need to start fostering those relationships!"

"I agree Logan," Captain America said cooly, "but we also need them to work with others to build those relationships up. And it would mess up one of the other groups."

"So fix it!" Logan threw his hands into the air. "You fought in World War 2, punched Hitler in the face, but it's some paperwork that stops you?"

"Fine," Cap grouched at the short, hair man. "You want them on a team? Fine. It's done. Happy?" Logan only smirked and turned back to face the heroes in training. And then he stopped.

_**Spider-Sense!**_

It exploded in Peter's head. The bubble that had been brewing in his mind finally burst. Whatever the danger was it had finally arrived. He locked eyes briefly with Wolverine.

"Something's wrong," Wolverine roared. "Everybody out!"

"Oh, but if you leave now you'll miss all the fun," a deep voice had manifested behind them. It came from a fathomless, purple gaseous figure. No, wait, there was a body within the mist. "And my master would not appreciate that."

"Who are you," Cap said as he readied his shield. "Who are you with."

"Mmm, that I can't tell you," the mist raised its arms. "But I'm sure you've met some of the allies that I've made over here." Deep purple portals opened underneath the heroes in the groups they'd just been broken into. Just as they fell Peter caught a glimpse of a large group, _probably the allies this guy was talking about,_ who were also being warped to who knows where. Some he recognized; like the Abomination, one of the Hulk's enemies, others were a mystery to him.

The whole thing only took a moment and then he and Kamala were dropping. She barely had a moment to start to scream before Peter grabbed her arm and shot a web-line out. _What in the hell is happening? Had villains attacked the hero academy? They must be confident, it would only take moments before the entire team of Avengers descended on them. _

"Peter," Kamala yelled at him, "what's going on?"

"I don't kn-" he was cut off as a voice rang through their radios.

"There is no back up," Captain America said. " But I know all of you can defeat these ragtag villains!" The channel went dead. They were all alone here.

"You heard him Spider-Man," Ms. Marvel yelled at him. She was right. The confusion she'd worn had been replaced by determination. Spider-Man nodded and they dropped to the ground. Ms. Marvel's hands grew in size as Spider-Man crouched down.

"Hey, hey, hey," one of the villains they'd been teleported with yelled at them and took several steps forward. Spider-Man didn't recognize who it was but they wore yellow armor with a black helmet to disguise their face. Strapped to their forearms were massive metal arm guards. "You punks think you can take me on?" Whoever it was slammed the metal guards together and they seemed to fire miniature shockwaves out. "You think you can take on the Shocker?!" The Shocker pointed his arms out, a concentrated blast of air leapt out from them and tore towards Spider-Man and Ms. Marvel.

_Spider-Sense!_

It was louder and more urgent than it had been in the past as the shockwave destroyed the ground in its path. Ms. Marvel barely managed to scramble out of the way, Spider-Man jumped, _that should be enough_, but as the shockwave ripped past he was thrown to his knees in pain. What was this!? Now he remembered, the suit had reacted the same way to Johnny's flames. Could the suit be weak against those two things? Oh well, it didn't matter right now. Peter stood and squared his shoulders. He had to fight, even if each blow hurt more and more.

"It doesn't matter," Spider-Man yelled at the Shocker. "Because I'll win no matter what!"


End file.
